SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

NAYNA NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Nevada		83-0210455
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4699 Old Ironsides Drive, Suite 420, Santa Clara, California		95054
(Address of principal executive offices)		(Zip Code)

2005 Consultant Stock Plan

(Full title of the plan)

Michael Meyer

4699 Old Ironsides Drive, Suite 420

Santa Clara, California 95054

(Name and address of agent for service)

(408) 956-8000

(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee

Common Stock	1,250,000	$0.85	$1,062,500	$113.88

(1) Includes an indeterminate number of additional shares that may be issued to adjust the number of shares issued pursuant to the stock plan described herein as the result of any future stock split, stock dividend or similar adjustment of the registrant’s outstanding common stock.

(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating amount of registration fee, based upon the average of the high and low prices reported on November 29, 2005, as reported on the OTC Electronic Bulletin Board.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents are hereby incorporated by reference into this registration statement:

(a) The Annual Report for the fiscal year ended December 31, 2004, filed by the registrant with the Securities and Exchange Commission (the “Commission”) on Form 10KSB on August 16, 2004, which contains audited consolidated financial statements for the most recent fiscal year for which such statements have been filed.

(b) The quarterly report for the quarter ended February 28, 2005, filed by the registrant with the Commission on Form 10QSB on April 15, 2005.

(c) The quarterly report for the quarter ended June 30, 2005, filed by the registrant with the Commission on Form 10QSB on August 19, 2005.

(d) The quarterly report for the quarter ended September 30, 2005, filed by the registrant with the Commission on Form 10QSB on November 21, 2005.

(e) The current report filed by the registrant with the Commission on Form 8-K on January 21, 2005.

(f) The current report filed by the registrant with the Commission on Form 8-K on April 5, 2005 and amended on April 18, 2005, April 20, 2005 and April 26, 2005.

(g) The current report filed by the registrant with the Commission on Form 8-K on April 27, 2005.

(h) The current report filed by the registrant with the Commission on Form 8-K on May 24, 2005.

(i) The current report filed by the registrant with the Commission on Form 8-K on July 29, 2005.

(j) The current report filed by the registrant with the Commission on Form 8-K on August 9, 2005.

(k) The current report filed by the registrant with the Commission on Form 8-K on October 25, 2005.

(l) The current report filed by the registrant with the Commission on Form 8-K on November 23, 2005.

(m) The description of the registrant’s common stock, which is included in the registration statement on Form 10-SB, file no. 000-13822, filed with the Commission on June 25, 2001.

(n) In addition, all documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

Not applicable. The class of securities to be offered is registered under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

Richardson & Patel LLP has given an opinion on the validity of the securities being registered hereunder. Erick Richardson and Nimish Patel, partners of the law firm, are eligible to receive shares of the Company’s common stock pursuant to this Form S-8 registration statement.

Item 6. Indemnification of Directors and Officers.

Section 78(1)(2)(3) & (4) of the Nevada Revised Statutes (the "NRS") permits corporations to indemnify a director, officer or control person of the corporation or its stockholders for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expense. Our Articles of Incorporation and By-laws do not include such a provision automatically indemnifying a director, officer or control person of the corporation or its stockholders for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, but our By-laws do permit us the Corporation to indemnify any director, officer, agent or employee as to those liabilities and on those terms and conditions as appropriate, subject to applicable law.

Our By-laws, Article X Section 3, do permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in such capacity, regardless of whether or not Nevada law would permit indemnification.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Opinion regarding legality

23.1

Consent of Naresh Arora

23.2

Consent of Mantyla McReyolds

23.3

Consent of Richardson & Patel LLP (included in Exhibit 5)

99.1

2005 Consultant Stock Plan

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement (1) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Jose, California, on this 30th day of November, 2005.

.	NAYNA NETWORKS, INC
	A Nevada Corporation


	/s/ Naveen S. Bisht
	By: Naveen S. Bisht
	Its: Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated:

Dated: November 30, 2005		/s/ Naveen S. Bisht
		Naveen S. Bisht, President, Chief Executive Officer and Director

Dated: November 30, 2005		/s/ Michael Meyer
		Michael Meyer, Chief Financial Officer


Dated: November 30, 2005		/s/ Tsuyoshi Taira
		Tsuyoshi Taira, Chairman of the Board of Directors


Dated: November 30, 2005		/s/ Rahul Vaid
		Rahul Vaid, Director


Dated: November 30, 2005		/s/ Richard Berman
		Richard Berman, Director


Dated: November 30, 2005
		William O’Conner, Director

Dated: November 30, 2005		/s/ William Boller
		William Boller, Director

INDEX TO EXHIBITS

Exhibit Number

Description

5.	Opinion regarding legality

23.1	Consent of Naresh Arora

23.2	Consent of Mantyla McReynolds

23.3	Consent of Richardson & Patel LLP (included in Exhibit 5)

99.1	2005 Consultant Stock Plan